a2018630exhibit101






                                                                                                                                                                                                                                                                                                                                                                                                                            Restricted Stock Unit Award Agreement         This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and [Employee   Name] (the “Grantee”) is made as of [Grant Date] (the “Grant Date”), subject to the Grantee’s acceptance of   this Agreement in accordance with Section 13 hereof.        WHEREAS, the Company has adopted the Knowles Corporation 2018 Equity and Cash Incentive Plan (as  amended from time to time, the "Plan") in order to, among other things, motivate employees of the Company and   its Affiliates to act in the long-term best interests of the Company and its stockholders; and       WHEREAS, the Company has determined to grant the Grantee Restricted Stock Units (“RSUs”) as provided   herein to encourage the Grantee’s efforts toward the continuing success of the Company.        NOW, THEREFORE, the Company and the Grantee agree as follows:      1. Grant of Restricted Stock Unit Award.              1.1. The Company hereby grants to Grantee the RSUs (the “Award”) with respect to the Company’s common         stock, par value $0.01 per share (“Common Stock”), as indicated on Grantee’s Award Statement and         subject to Grantee’s execution or electronic acceptance of this Agreement.                    Number of RSUs: [Number]              1.2. This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the         Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set         forth herein, the capitalized terms used in this Agreement shall have the same definitions and meanings as         set forth in the Plan.              2. Restriction Period.             Grantee shall vest in the RSUs, and all restrictions thereon shall lapse, per the dates on the Award Statement      (each, a “Vesting Date”), subject to Grantee remaining actively employed with the Company or an eligible      Affiliate through the applicable Vesting Date. Except as provided for herein, in the event that Grantee’s      employment terminates prior to a Vesting Date, the unvested RSUs as of such Vesting Date shall be forfeited.             3. Issuance of Common Stock.             No shares of Common Stock shall be issued to Grantee in respect of the Award until the restrictions on RSUs      have lapsed and the applicable vesting conditions have been satisfied.  Subject to Sections 4.1 and 10 of this      Agreement, within 30 days following the applicable Vesting Date, the Company shall issue shares of Common      Stock in Grantee’s name equal to the number of RSUs that vested on the applicable Vesting Date, less applicable      tax withholding.        4. Forfeiture of Award.              4.1 Termination of Employment. If, prior to the end of the Restriction Period, the Grantee’s employment      terminates for any reason, other than due to death, Disability, Retirement or in connection with a Change in         





 






  Page 2       Control, the Award shall automatically terminate and this Award and the unvested RSUs shall be forfeited to and     cancelled by the Company without any payment to the Grantee.             4.1(a) Disability or Death. If the Grantee’s employment terminates due to Disability or death, then the        unvested RSUs shall vest as of the date of such termination due to Disability or death and the Award        shall be settled within 30 days following the date of death or termination due to Disability; provided,        however, if during the Restriction Period, Grantee satisfies or would satisfy the age and service        requirements for Retirement, then the RSUs shall be settled within 30 days following each applicable        Vesting Date to the extent required by Section 409A of the Code.               4.1(b) Retirement.  If the Grantee’s employment terminates as a result of Retirement by the Grantee,        subject to the conditions set forth in Section 7, the RSUs shall continue to vest as if the Grantee’s        employment had not terminated and shall be settled in accordance with the vesting schedule in        accordance with Section 3.                   4.1(c) Change in Control.  If the Grantee’s employment terminates as a result of and within 18 months        following a Change in Control as provided in Section 6.9(a) of the Plan, then the Award shall be settled        within 60 days following the Grantee’s termination of employment, based on the change in control        vesting provisions set forth in the Plan; provided, however, if (i) the Award is considered “nonqualified        deferred compensation” within the meaning of Section 409A of the Code, (ii) the Grantee satisfies or        would satisfy the age and service requirements for Retirement during the Restriction Period and (iii) the        Change in Control is not a “change in control event” within the meaning of Section 409A, then the RSUs        shall vest as if the Grantee’s employment had not terminated and shall be settled in accordance with the       vesting schedule in accordance with Section 3.  If a Change in Control occurs as provided in Section       6.9(b) of the Plan where the Award is not effectively assumed, then the Award shall be settled within 60       days following such Change in Control; provided, however, the Award shall be settled following the       normal Vesting Dates in accordance with Section 3 or, if earlier, upon an earlier termination of       employment (to the extent permitted by Section 409A of the Code and provided the Grantee does not       satisfy or would not satisfy the age and service requirements for Retirement during the Restriction       Period) if either (i) the Award is subject to Section 409A of the Code and the Change in Control does not       constitute a “change in control” event within the meaning of Section 409A of the Code or (ii) otherwise       required to comply with Section 409A of the Code.                  4.1(d) Definitions.                “Disability” or “Disabled” shall mean the permanent and total disability of the Grantee within        the meaning of Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. The determination of Disability shall        be made by the Committee in its sole discretion.                            “Retirement” shall mean (i) the termination of Grantee’s employment, other than for Cause, with        the Company and its Affiliates if, at the time of such termination of employment the Grantee has attained       at least age 62 and completed at least five (5) years of service with the Company and its Affiliates       (including service with Dover Corporation and its affiliates prior to the Company’s Spin-Off from Dover       Corporation), and (ii) the Grantee complies with the non-competition restrictions set forth below.                    4.2 Misconduct.  If prior to the issuance of shares of Common Stock under this Agreement, the Grantee has     (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the    Company or any of its Affiliates, (ii) breached any contract with, violated any policy of the Company or any     of its Affiliates (including, without limitation, the Company’s Insider Trading and Confidentiality Policy and     Anti-hedging and Anti-pledging Policy, as such policies may be modified from time to time), or violated any     fiduciary obligation to the Company or any of its Affiliates, or (iii) engaged in unlawful trading in the     securities of the Company or any of its Affiliates or of another company based on information gained as a     result of Grantee’s employment with, or status as a director to, the Company or any of its Affiliates (each of     (i), (ii) and (iii) shall be considered “Cause” under the Plan), unless such misconduct or violation is waived     in writing by the Committee or the General Counsel of the Company, the Award shall automatically     terminate and the Grantee shall not be entitled to receive any shares of Common Stock under Section 3 or  





 






    Page 3         otherwise under this Agreement. (A copy of the current version of the Company’s Anti-hedging and Anti-     pledging Policy is available on the Company’s third-party stock plan administrator’s website and a copy of      the Company’s Insider Trading and Confidentiality Policy is available from the Office of the General      Counsel.)   By accepting this Agreement, Grantee acknowledges his/her understanding that nothing      contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation to, or      file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment      Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health      Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or     local governmental agency or commission (“Government Agencies”).   Grantee further understands that this      Agreement does not limit Grantee’s ability to communicate with any Government Agencies or otherwise      participate in any investigation or proceeding that may be conducted by any Government Agency, including      providing documents or other information, without notice to the Company. Nothing in this Agreement shall      limit Grantee’s ability under applicable United States federal law to (i) disclose in confidence trade secrets to      federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or      investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or      other proceeding, but only if the filing is made under seal and protected from public disclosure.      5. Restrictions on Transfer. Neither the Award, this Agreement nor the shares of Common Stock subject to this      Agreement may be sold, transferred, otherwise disposed of, pledged or otherwise hypothecated; provided      that the shares shall be transferrable, subject to the terms of the Plan and applicable law, following the      vesting of the RSUs and the issuance of Common Stock.         6. Non-US Employees. For Non-US Employees and employees who transfer employment outside of the United      States during the term of the RSUs, the Award is subject to the conditions of the attached Addendum for      Non-US Employees.         7. Non-Competition. The enhanced benefits of Retirement provided to Grantee hereunder shall be subject to the      provisions set forth herein. If Grantee terminates due to Retirement, Grantee shall be deemed to have     expressly agreed not to engage, directly or indirectly in any capacity, in any business in which the Company     or any Affiliate at which Grantee was employed at any time in the three (3) years immediately prior to     termination of employment was engaged, as the case may be, in the geographic area in which the Company     or such Affiliate actively carried on business at the end of Grantee’s employment there, for the period     remaining after Grantee’s termination of employment until the end of the  Restriction Period set forth in     Grantee’s Award Statement.  In the event that Grantee fails to comply with the non-compete provisions set     forth herein, Grantee shall forfeit the enhanced benefits realized upon a termination due to Retirement     referred to above and shall return to the Company the economic value theretofore realized by reason of such     benefits, as determined by the Committee. If the non-compete provisions of this Award shall be     unenforceable, the Committee may rescind the benefits of Retirement set forth above.            8. Limitation of Rights.  During the Restriction Period, the Grantee shall not have any rights of a stockholder      (including voting rights) or the right to receive any dividends declared or other distributions paid with respect to      any RSUs or shares of Common Stock which may be issued pursuant to this Award.             9. Taxes. Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of book entry shares with      respect to the RSUs in respect of which all restrictions have lapsed, the Grantee (or the Grantee’s estate) shall     pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be     withheld by the Company (the “Withholding Taxes”) with respect to such shares of Common Stock.  By      accepting and returning this Agreement in the manner provided in Section 14, the Grantee (or the Grantee’s     estate) shall be deemed to elect to have the Company withhold whole shares of Common Stock having an     aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such     election to continue in effect unless or until the Grantee (or the Grantee’s estate): (i) notifies the Company not     less than 10 days before such delivery that the Grantee (or the Grantee’s estate) will satisfy such obligation in     cash prior to delivery of the shares of Common Stock to the Grantee; and (ii) not less than 2 days prior to     delivery of the shares  of Common Stock pays the Withholding Taxes in cash to the Company or its designee, in     which event the Company shall not withhold a portion of such shares of Common Stock as otherwise provided  





 






    Page 4         in this Section 9. Any fraction of a share which would be required to satisfy Withholding Taxes obligation shall      be disregarded and the remaining amount due shall be paid in cash by the Grantee.        10. IRS Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code to      the maximum extent possible and each settlement of RSUs hereunder shall be considered a separate      payment.  If the Company determines that the Award granted under this Agreement is or may be subject to     Section 409A of the Code, then the shares of Common Stock that are scheduled to be issued to the Grantee      upon “separation from service” will be delayed until the first day of the seventh month following Grantee’s      “separation from service” with the Company or its “affiliates” within the meaning of Section 409A (or      following the date of participant’s death, if earlier) to the extent required to comply with Section 409A of the      Code.    11. Clawback. Grantee acknowledges that this Award is subject to the Company’s Clawback Policy, as in effect      on the date of this Agreement. (A copy of the current version of the Company’s Clawback Policy is available      on the Company’s third-party stock plan administrator’s website.)   12. Grantee Bound by the Plan.  The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be      bound by all the terms and provisions thereof.  (A copy of the current version of the Plan is available on the      Company’s third-party stock plan administrator’s website.)      13. Acceptance. The RSUs granted to the Grantee pursuant to the Award shall be subject to the Grantee’s      acceptance of this Agreement.  Grantee is required to accept this Award either: (a) electronically within     his/her stock plan account with the Company’s stock plan administrator according to the procedures then in     effect; or (b) by returning an executed counterpart of this Agreement to the Company.  The acceptance of     this Award constitutes acknowledgement of receipt of the Plan and consent to the terms of the Plan and this     Award as described in the Plan and this Agreement.      14. No Right to Continued Employment or Service.  Nothing in this Agreement or the Plan shall interfere with      or limit in any way the right of the Company or its Affiliates to terminate the Grantee’s employment, nor      confer upon the Grantee any right to continuance of employment by the Company or any of its Affiliates or      continuance of service as a Board member.              15. Modification of Agreement.  The provisions of this Agreement may not be amended without the written      consent of Grantee where such amendment would materially impair Grantee’s rights under this Agreement.       No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the      validity, binding effect or enforceability of this Agreement.           16. Severability.  Should any provisions of this Agreement be held by a court of competent jurisdiction to be      unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by      such holding and shall continue in full force in accordance with their terms.       17. Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be      governed by the laws of the State of Delaware without giving effect to any conflicts of laws principles.       18. Successors in Interest.  This Agreement shall inure to the benefit of and be binding upon any successor to the      Company.  This Agreement shall inure to the benefit of the Grantee’s legal representatives.  All obligations     imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon     the Grantee’s heirs, executors, administrators and successors.       19. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way      relate to, the interpretation, construction or application of this Agreement shall be determined by the      Committee.  Any determination made hereunder shall be final, binding and conclusive on the Grantee, the      Grantee’s heirs, executors, administrators and successors, and the Company and its Affiliates for all     purposes.       





 






  Page 5    20. Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire     understanding between the Grantee and the Company and its Affiliates, and supersede all other agreements,     whether written or oral, with respect to the Award.     21. Headings.  The headings of this Agreement are inserted for convenience only and do not constitute a part of     this Agreement.     22. Counterparts.  This Agreement may be executed or accepted simultaneously in two or more counterparts,     each of which shall constitute an original, but all of which taken together shall constitute one and the same     agreement.     KNOWLES CORPORATION      By:       GRANTEE    __________________________________________________  Signature